EXHIBIT 3.34
BYLAWS
OF
VOLUNTEER ACQUISITION CORPORATION
(A Massachusetts Corporation)
ARTICLE I. STOCKHOLDERS' MEETINGS.
Section 1. Annual Meetings.
(a) All meetings of the stockholders, commencing in the year 2003, for the
election of directors shall be held at such place as may be fixed from
time to time by the Board of Directors either within or without the
State of Massachusetts as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place,
within or without the State of Massachusetts, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
The meeting shall be held within six months of the end of the fiscal
year of the Corporation at such time and on such date as the Board of
Directors shall determine. If that day is a legal holiday, the meeting
shall be held on the next succeeding day not a legal holiday. The
business to be transacted at the meeting shall be the election of
directors and such other business as may be properly brought before the
meeting. In no event shall the meeting be held on a date later than six
months after the end of the fiscal year.
(b) If the election of directors shall not be held on the day herein
designated for any annual meeting, or at any adjournment of that
meeting, the Board of Directors shall call a special meeting of the
stockholders as soon as possible thereafter.
At this meeting the election of directors shall take place, and the
election and any other business transacted shall have the same force
and effect as at an annual meeting duly called and held.
(c) In the event the annual meeting is not held at the time prescribed in
Article II, Section 1(a) above, and if the Board of Directors shall not
call a special meeting as prescribed inArticle II, Section l(b) above
within three months after the date prescribed for the annual meeting,
then any stockholder may call that meeting, and at that meeting the
stockholders may elect the directors and transact other business with
the same force and effect as at an annual meeting duly called and held.
Section 2. Special Meetings.
Special meetings of the stockholders may be called by the President or by the
Clerk, upon written request by the holders of at least 10 percent of the stock
entitled to vote at that meeting. At any time, upon the written request of any
person or persons entitled to call a special meeting,
it shall be the duty of the Clerk to send out notices of the meeting, to be held
within or without Massachusetts and at such time, but not less than 20 days nor
more than 45 days after receipt of the request, as may be fixed by the Board of
Directors. If the Board of Directors fails to fix a time or place, the meeting
shall be held at the principal office of the Corporation at a time as shall be
fixed by the Clerk within the above limits.
Section 3. Notice and Purpose of Meetings; Waiver.
Each stockholder of record entitled to vote at any meeting shall be given in
person, or by mail, written or printed notice of the purpose or purposes, and
the date, time and place within or outside Massachusetts, of every meeting of
stockholders. This notice shall be delivered not less than 7 days nor more than
60 days before the meeting. If mailed it should be directed to the stockholder
at the address last shown on the books of the Corporation. No publication of the
notice of meeting shall be required. A stockholder may waive the notice of
meeting by attendance, either in person or by proxy, at the meeting, or by so
stating in writing, either before or after the meeting. Attendance at a meeting
for the express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice. Except where
otherwise required by law, notice need not be given of any adjourned meeting of
the stockholders.
Section 4. Quorum.
Except as otherwise provided by law, a quorum at all meetings of stockholders
shall consist of the holders of record of a majority in interest of all stock
issued, outstanding and entitled to vote present in person or by proxy.
Section 5. Closing of Transfer Books; Record Date.
(a) In order to determine the holders of record of the Corporation's stock
who are entitled to notice of meetings, to vote at a meeting or its
adjournment, to receive payment of any dividend, or to make a
determination of the stockholders of record for any other proper
purpose, the Board of Directors of the Corporation may order that the
stock transfer books be closed for a period not to exceed sixty days.
If the purpose of this closing is to determine who is entitled to
notice of a meeting and to vote at such meeting, the stock transfer
books shall be closed for at least thirty days preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of Directors may
fix a date as the record date for the determination of stockholders.
This date shall be no more than sixty days prior to the date of the
action which requires the determination, nor, in the case of a
stockholders' meeting, shall it be less than thirty days in advance of
such meeting.
(c) If no record date is fixed and the transfer books are not closed, the
record date for determining stockholders having the right to notice or
to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given. The record
date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors acts with
respect thereto.
(d) When a determination of stockholders entitled to vote at any meeting
has been made as provided in this section, this determination shall
apply to any adjournment of the meeting, except when the determination
has been made by the closing of the stock transfer books and the stated
period of closing has expired.
Section 6. Presiding Officer; Order of Business.
Meetings of the stockholders shall be presided over by the Chairman of the
Board, or, if he or she is not present, by the President, or if he or she is not
present, by a Vice-President, or if neither the Chairman of the Board, nor the
President nor a Vice-President is present, by a chairman to be chosen by a
majority of the stockholders entitled to vote at the meeting who are present in
person or by proxy. The Clerk of the Corporation, or, in her or his absence, an
Assistant Clerk, shall act as clerk of every meeting, but if neither the Clerk
nor an Assistant Clerk is present, the stockholders present at the meeting shall
choose any person present to act as clerk of the meeting.
Section 7. Voting.
(a) Except as otherwise provided in the Articles of Organization, the
Bylaws, or the laws of Massachusetts at every meeting of the
stockholders, each stockholder of the Corporation entitled to vote at
the meeting shall have, as to each matter submitted to a vote, one vote
in person or by proxy for each share of stock having voting rights
registered in his or her name on the books of the Corporation. A
stockholder may vote his or her shares through a proxy appointed by a
written instrument signed by the stockholder or by a duly authorized
attorney-in-fact and delivered to the clerk of the meeting. No proxy
shall be valid after six months from the date of its execution unless a
longer period is expressly provided.
(b) A majority vote of those shares entitled to vote and represented at the
meeting, a quorum being present, shall be the act of the meeting except
that in electing directors a plurality of the votes cast shall elect.
Section 8. List of Stockholders.
(a) A complete list of the stockholders of the Corporation entitled to vote
at the ensuing meeting, arranged in alphabetical order, and showing the
address of, and number of shares owned by, each stockholder shall be
prepared by the Clerk, or other officer of the Corporation having
charge of the stock transfer books. This list shall be kept on file for
a period of at least thirty days prior to the meeting at the principal
office of the Corporation and shall be subject to inspection during the
usual business hours of such period by any stockholder. This list shall
also be available at the meeting and shall be open to inspection by any
stockholder at any time during the meeting.
(b) The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine the list or to vote at any
meeting of the stockholders.
(c) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at any meetings of the
stockholders.
Section 9. Action Without a Meeting.
Unless otherwise provided in the Articles of Organization, any action required
to be taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, and without prior notice, if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE II. DIRECTORS.
Section 1. Number, Qualification, Term, Quorum, and Vacancies.
(a) The property, affairs and business of the Corporation shall be managed
by a Board of Directors of at least three, but not more than ten,
persons; provided, however, if the Corporation only has one
stockholder, then the Board of Directors may consist of as few as one
person, and if the Corporation has two stockholders, then the Board of
Directors may consist of as few as two persons. Except as otherwise
provided herein, directors shall be elected at the annual meeting of
the stockholders and each director shall serve for one year and/or
until his or her successor shall be elected and qualified.
(b) The number of directors may be increased or decreased from time to time
by vote of a majority of the directors then in office. Any increased
number of directors shall be elected by the stockholders at the next
regular annual meeting or at a special meeting called for that purpose.
(c) Directors need not be stockholders of the Corporation.
(d) A majority of the directors in office shall be necessary to constitute
a quorum for the transaction of business. If, at any meeting of the
Board of Directors, there shall be less than a quorum present, a
majority of those present may adjourn the meeting, without further
notice, from time to time until a quorum shall have been obtained. In
case there are vacancies on the Board of Directors, the remaining
directors, although less than a quorum, may by a majority vote elect a
successor or successors for the unexpired term or terms.
Section 2. Meetings.
(a) Meetings of the Board of Directors may be held either within or without
Massachusetts. Meetings of the Board of Directors shall be held at
those times as are fixed from time to time by resolution of the Board.
Special meetings may be held at any time upon call of the Chairman of
the Board, the President, or a Vice-President, or a majority of
directors, upon written notice sent via facsimile, e-mail, US Postal
Service, private courier, or any other means reasonable under the
circumstances to provide the director notice of the
meetings at least one day prior to the day of the meetings. A meeting
of the Board of Directors may be held without notice immediately
following the annual meeting of the stockholders. Notice need not be
given of regular meetings of the Board of Directors held at times fixed
by resolution of the Board of Directors nor need notice be given of
adjourned meetings. Meetings may be held at any time without notice if
all the directors are present or if, before or after the meeting, those
not present waive such notice in writing. Notice of a meeting of the
Board of Directors need not state the purpose of, nor the business to
be transacted at, any meeting.
(b) Unless otherwise restricted by the Articles of Organization, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting,
if all the directors consent to the action in writing and the written
consents are filed with the records of the meetings of the Board of
Directors. Such consents shall be treated for all purposes as a vote at
a meeting.
(c) Unless otherwise restricted in the Articles of Organization, members of
the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or
any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting
shall constitute presence in person at the meeting.
Section 3. Removal.
Any director or the entire Board of Directors may be removed from office, with
or without cause, by either a majority vote of the shares or class of shares, as
the case may be, which elected the director or directors to be removed, or by a
majority vote of the remaining members of the Board of Directors.
Section 4. Indemnification.
The Corporation shall indemnify each of its directors, officers, and employees
whether or not then in service as such (and his or her executor, administrator
and heirs), to the extent permitted by the Business Corporation Law of
Massachusetts and the Articles of Organization.
Section 5. Compensation.
Directors, and members of any committee of the Board of Directors, shall be
entitled to any reasonable compensation for their services as directors and
members of any committee as shall be fixed from time to time by resolution of
the Board of Directors, and shall also be entitled to reimbursement for any
reasonable expense incurred in attending those meetings. The compensation of
directors may be on any basis as determined in the resolution of the Board of
Directors. Any director receiving compensation under these provisions shall not
be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.
Section 6. Committees.
(a) The Board of Directors, by a resolution or resolutions adopted by a
majority of the members of the whole Board, may appoint an Executive
Committee, an Audit Committee, and any other committees as it may deem
appropriate. Each committee shall consist of one or more of the members
of the Board of Directors. Each committee shall have and may exercise
any and all powers as are conferred or authorized by the resolution
appointing it. A majority of each committee may determine its action
and may fix the time and place of its meetings, unless provided
otherwise by the Board of Directors. The Board of Directors shall have
the power at any time to fill vacancies in, to change the size of
membership of, and to discharge any committee.
(b) Each committee shall keep a written record of its acts and proceedings
and shall submit that record to the Board of Directors at each regular
meeting and at any other times as requested by the Board of Directors.
Failure to submit the record, or failure of the Board of Directors to
approve any action indicated therein will not, however, invalidate the
action to the extent it has been carried out by the Corporation prior
to the time the record of such action was, or should have been,
submitted to the Board of Directors as provided.
Section 7. Dividends.
Subject always to the provisions of Massachusetts law and the Articles of
Organization, the Board of Directors shall have full power to determine whether
any, and, if so, what part, of the funds legally available for the payment of
dividends shall be declared in dividends and paid to the stockholders of the
Corporation.
ARTICLE III. OFFICERS.
Section 1. Number.
The officers of the Corporation shall be a Chairman of the Board, a President,
one or more Vice-Presidents, a Treasurer, a Clerk and one or more Assistant
Clerks. In addition, there may be such subordinate officers as the Board of
Directors may deem necessary.
Section 2. Term of Office.
The principal officers shall be chosen annually by the Board of Directors at the
first meeting of the Board following the stockholders' annual meeting, or as
soon as is conveniently possible. Subordinate officers may be elected from time
to time. Each officer shall serve until his or her successor shall have been
chosen and qualified, or until his or her death, resignation, or removal.
Section 3. Removal.
Any officer may be removed from office, with or without cause, at any time by
the affirmative vote of a majority of the Board of Directors then in office.
Section 4. Vacancies.
Any vacancy in any office from any cause may be filled for the unexpired portion
of the term by the Board of Directors.
Section 5. Duties.
(a) The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors. Except where, by law, the
signature of the President is required, the Chairman shall possess the
same power as the President to sign all certificates, contracts, and
other instruments of the Corporation which may be authorized by the
Board of Directors.
(b) The President, in the absence of the Chairman of the Board, shall
preside at all meetings of the stockholders and the Board of Directors.
She or he shall have general supervision of the affairs of the
Corporation, shall sign or countersign all certificates, contracts, or
other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and
stockholders, and shall perform any and all other duties as are
incident to her or his office or are properly required of him or her by
the Board of Directors.
(c) The Vice-Presidents, in the order designated by the Board of Directors,
shall exercise the functions of the President during the absence or
disability of the President. Each Vice-President shall have any other
duties as are assigned from time to time by the Board of Directors.
(d) The Clerk and the Treasurer shall perform those duties as are incident
to their offices, or are properly required of them by the Board of
Directors, or are assigned to them by the Articles of Organization or
these Bylaws. The Assistant Clerks, in the order of their seniority,
shall, in the absence of the Clerk, perform the duties and exercise the
powers of the Clerk, and shall perform any other duties as may be
assigned by the Board of Directors.
(e) Other subordinate officers appointed by the Board of Directors shall
exercise any powers and perform any duties as may be delegated to them
by the resolutions appointing them, or by subsequent resolutions
adopted from time to time.
(f) In case of the absence or disability of any officer of the Corporation
and of any person authorized to act in his or her place during such
period of absence or disability, the Board of Directors may from time
to time delegate the powers and duties of that officer to any other
officer, or any director, or any other person whom it may select.
Section 6. Salaries.
The salaries, if any, of all officers of the Corporation shall be fixed by the
Board of Directors. No officer shall be ineligible to receive such salary by
reason of the fact that he or she is also a Director of the Corporation and
receiving compensation therefor.
ARTICLE IV. CERTIFICATES OF STOCK.
Section 1. Form.
(a) The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock, certifying the number of shares
represented thereby and in such form not inconsistent with the Articles
of Organization as the Board of Directors may from time to time
prescribe.
(b) The certificates of stock shall be signed by the Chairman of the Board
of Directors, the President or a Vice-President and by the Clerk or the
Treasurer. Where any certificate is manually signed by a transfer agent
or a transfer clerk and by a registrar, the signatures of the
President, Vice-President, Clerk, or Treasurer upon that certificate
may be facsimiles, engraved or printed. In case any officer who has
signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be an officer before the certificate
is issued, it may be issued by the corporation with the same effect as
if that officer had not ceased to be so at the time of its issue.
Section 2. Subscriptions for Shares.
Unless the subscription agreement provides otherwise, subscriptions for shares,
regardless of the time when they are made, shall be paid in full at that time,
or in installments and at any periods, as shall be specified by the Board of
Directors. All calls for payments on subscriptions shall carry the same terms
with regard to all shares of the time class.
Section 3. Transfers.
(a) Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by the registered owner, or
by his or her duly authorized attorney, with a transfer clerk or
transfer agent appointed as provided in Section 5 of this Article of
the Bylaws, and on surrender of the certificate or certificates for
those shares properly endorsed with all taxes paid.
(b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes. However, if any transfer of shares is made only for
the purpose of furnishing collateral security, and that fact is made
known to the Clerk of the Corporation, or to the Corporation's transfer
clerk or transfer agent, the entry of the transfer may record that
fact.
Section 4. Lost, Destroyed, or Stolen Certificates.
No certificate for shares of stock in the Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed, or stolen except on
production of evidence, satisfactory to the Board of Directors, of that loss,
destruction or theft, and, if the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount (but not to exceed twice the
value of the shares represented by the certificate) and with such terms and
surety as the Board of Directors, if any, in its discretion, require.
Section 5. Transfer Agent and Registrar.
The Board of Directors may appoint one or more transfer agents or transfer
clerks and one or more registrars, and may require all certificates for shares
to bear the signature or signatures of any of them.
ARTICLE V. CORPORATE ACTIONS.
Section 1. Deposits.
The Board of Directors shall select banks, trust companies, or other
depositories in which all funds of the Corporation not otherwise employed shall,
from time to time, be deposited to the credit of the Corporation.
Section 2. Voting Securities Held by the Corporation.
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Corporation to attend, act, and vote
at any meeting of security holders of other corporations in which the
Corporation may hold securities. At that meeting the President shall possess and
may exercise any and all rights and powers incident to the ownership of those
securities which the corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.
ARTICLE VI. CORPORATE SEAL.
The Corporation shall not have a seal.
ARTICLE VII. AMENDMENT OF BYLAWS.
The Board of Directors shall have the power to amend, alter or repeal these
Bylaws, and to adopt new Bylaws, from time to time, by an affirmative vote of a
majority of the whole Board as then constituted. At the next stockholders'
meeting following any action by the Board of Directors, the stockholders, by a
majority vote of those present and entitled to vote, shall have the power to
alter or repeal Bylaws newly adopted by the Board of Directors, or to restore to
their original status Bylaws which the Board may have altered or repealed, and
the notice of such stockholders' meeting shall include notice that the
stockholders will be called on to ratify the action taken by the Board of
Directors with regard to the Bylaws.